Partnership Resolution Agreement

Partnership Resolution Agreement

This Partnership Resolution Agreement (the Agreement) is made effective as of Effective Date: by and between Partner A Name: and Partner B Name: (each a Partner and collectively the Partners), constituting the partners of Partnership Name: pursuant to the Partnership Agreement dated Formation Date: .

RECITALS

WHEREAS, the Partners formed the Partnership for the purpose of conducting the business described in the Partnership Agreement and related partnership records; and

WHEREAS, the Partners desire to record certain corporate actions and authorizations by written resolution in accordance with the terms of the Partnership Agreement and applicable law; and

WHEREAS, the Partners have determined that it is in the best interests of the Partnership to adopt the resolutions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners hereby agree as follows.

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Partnership Agreement. "Partnership" means the partnership identified above. "Partners" means the persons identified above and any other persons admitted to the Partnership in accordance with the Partnership Agreement.

2. RESOLUTION

The Partners hereby adopt the following resolutions by unanimous/majority consent as indicated below:

Unanimous consent of all Partners    Majority consent as provided in the Partnership Agreement

3. AUTHORIZATION

The Partners hereby authorize the following individual(s) to act on behalf of the Partnership with full power and authority to execute documents, instruments, certificates, and agreements, and to take such other actions as are necessary or advisable to effectuate the foregoing resolutions:

4. EXECUTION OF DOCUMENTS

The Partners hereby authorize the Authorized Person(s) to execute and deliver on behalf of the Partnership any and all documents, instruments, applications, consents, certificates and amendments as may be necessary or appropriate to carry out the intent of the resolutions set forth herein, including, without limitation, mortgage, loan, financing, employment, confidentiality and licensing agreements and any related documents.

5. RATIFICATION

All acts and things done by any Partner or other person at the direction of a Partner in furtherance of the matters approved by this Agreement prior to the date hereof are hereby ratified, confirmed and approved in all respects.

6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants that such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, that this Agreement has been duly authorized by all necessary action, and that when executed and delivered it will constitute a valid and binding obligation enforceable against such Partner in accordance with its terms.

7. INDEMNIFICATION

To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless each Partner and the Authorized Person(s) from and against any and all claims, liabilities, losses, damages, costs and expenses arising out of or in connection with actions taken or omitted in good faith pursuant to this Agreement, except to the extent such claims arise from willful misconduct or gross negligence.

8. NOTICES

All notices, demands, or other communications required or permitted to be given by any party under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may specify by notice in accordance with this Section.

9. AMENDMENTS AND WAIVER

This Agreement may be amended, modified or supplemented only by an instrument in writing signed by all Partners. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. A waiver of any breach shall not constitute a waiver of any subsequent breach.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Partners relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor to replace the invalid provision with a valid provision that as closely as possible effects the parties' original intent.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including facsimile or portable document format) shall be binding for all purposes.

14. CERTIFICATION

The undersigned Partners hereby certify that the foregoing resolutions were duly adopted in accordance with the Partnership Agreement and that the resolutions are in full force and effect as of the Effective Date above.

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